Nigel Toon, chief executive officer and president of Picochip, stated, “Mindspeed is the ideal acquirer for us."

Mindspeed Technologies, a supplier of semiconductor solutions for network infrastructure applications, has signed a definitive agreement to acquire U.K.-based Picochip, a supplier of integrated system-on-chip (SoC) solutions for small cell base stations, for a purchase price of approximately $51.8 million, plus a potential earnout payment of up to $25 million payable in the first calendar quarter of 2013.

Together, Mindspeed and Picochip will offer a comprehensive portfolio of base station semiconductor solutions, from residential to enterprise to pico/metro applications. Through this timely combination, Mindspeed's product roadmap for single- and multi-mode 3G/4G solutions will enable it to capitalize on the rapid acceleration of the small cell wireless base station market, while also addressing comprehensive support for all 3G and 4G global air interface standards.

For Picochip, Mindspeed will pay cash of $27.5 million and approximately 5.19 million in new shares of Mindspeed common stock, amounting to approximately 15 percent of outstanding Mindspeed shares, for a total of $24.3 million, based upon the closing price of Mindspeed’s common stock on January 4, 2012. The cash portion of the initial purchase price will be financed in part with bank debt.

The terms also include an earnout provision, whereby the purchase price can increase by up to $25 million, contingent on the achievement of certain milestones. The earnout, which is payable in the first calendar quarter of 2013, may be paid in cash, Mindspeed common stock or a combination thereof, at Mindspeed’s discretion.

The transaction is expected to close in the first calendar quarter of 2012. Mindspeed currently expects the acquisition, inclusive of anticipated synergies, to be accretive to non-GAAP earnings per share in the second half of calendar 2012.

For 2011 Mindspeed announced a revenue of $162.1 million and a net loss of 755.000 $.